The Hill Toppers Affair
by girl in the glen
Summary: The story is complete! A new assignment sends the agents to Georgia before they embark on a road trip into the Smoky Mountains. And what about a new agent with sights on the top spot in UNCLE?  Warnings: Mad Science Ahead
1. Chapter 1

"I don't think you want to finish that sentence, Napoleon."

The air was thick with tension as the Russian squared off against his partner on the gym floor. The two men circled as first one and then the other threw out a challenging taunt, hoping to distract and gain an advantage. It wasn't often that either of them gained that elusive prize, the concentration rarely wavering in contests between the two agents.

"Tovarisch… you wound me. I was only going to compliment you on your recent weight loss. Waif is in this year, if you can believe the fashion pages."

The grin was wicked, and he knew his slightly built friend would bristle at the remark. Score one for Solo. He feinted to his left and lunged for the other man's knees, hoping to topple him and get him in some kind of grip. The smaller man was quick, and he easily avoided the move as he rolled and then sprang up from the mat in an irritatingly swift and graceful maneuver.

"Ah, thank you my friend. Unfortunately, it seems for every pound I lose, it finds its way to your middle."

That was too much. Napoleon Solo was not overweight, no matter how many times that skinny Russian tried to infer that he was.

"I hope you can make your weight requirement this week, Kuryakin. I might have to double check all of the results…"

The little Russian slammed into the maligned mid-section and plowed Solo to the mat, toppling the bigger man and rolling over him until he had his arm around his throat, his legs in a scissor grip encircling Napoleon's waist. The maniacal grin conveyed too much satisfaction in his mastery of this encounter, and the little gallery of onlookers chuckled and lent a hearty applause for the show they had witnessed.

"Okay, let me up. You win this round, but you still haven't caught up enough to make us even."

The two untangled themselves, rearranging arms and legs as they brushed off and slapped each other's backs and headed for the showers. Lingering among the onlookers was one new recruit who had his eyes on New York's top agents. Survival School had taught him to be diligent and observant, never yielding to emotional distractions or personal doubts. The mission was everything, and no one was truly innocent. _He __had __learned __that __from __life._

As the two combatants headed for the dressing rooms, they didn't notice the young man who stood on the mats watching them retreat. He didn't know exactly how or when, but with a certainty born of conviction and conceit, the demise of UNCLE's top two agents, Napoleon Solo and Illya Kuryakin, appeared before him as a catapult for his own career. It was, he believed, a matter of destiny.

An hour passed before Napoleon received the notice that he and his partner were expected in Mr. Waverly's office. The day had been unusually calm; the most excitement thus far had been their exhibition in the gym. Napoleon cinched his belt to the next notch, pleased to know that in spite of Illya's baiting remarks, his waist was actually diminishing satisfactorily after his decision to cut out sweets. Well, he still enjoyed an occasional ear for nibbling, but at least that only led to working off more calories, rather than consuming them.

"Napoleon, do you know the subject matter of this meeting?'

Illya was not thinking of nibbling dainty earlobes, and so had nothing to remark on when Napoleon was pulled back to the present.

"Oh, uh…no, actually. I have no ideas whatsoever. I suppose the day was too calm for Mr. Waverly's tastes, and who better to stir it up than us. I just hope we don't get a lousy courier run…'

They ambled up to Heather McNabb's desk, allowing Napoleon one more visit to his ear nibbling scenario…

"Good afternoon, Heather."

She batted her eyes at him without meaning to, and blushed slightly when Illya rolled his in disdain. Just once she'd like to not be embarrassed by the Russian. He saw too much. Sometimes she wondered…

"You can go right in, gentlemen, he's expecting you."

Napoleon blew her a kiss while Illya strode into the office ahead of him. Ears and nibbling… Napoleon wondered if Heather were free for dinner tonight.

Each man took his seat and began to peruse the file situated at his place. Illya pulled out his glasses, and Napoleon wondered once again just how the Russian had managed to sneak those into the US. They must surely be Soviet in design, and just slightly less ugly than their cars.

The office was immaculate, as usual. The round table that served as desk, confessional and equalizer of men, was now covered with various aerial photographs of some type of complex.

"Gentlemen, what do you see?"

Illya cut his eyes to get a glimpse of Napoleon's reaction to the question. Having no idea himself where these were taken, he rather hoped his partner would.

"Sir, I… I don't see anything familiar in these. What is this?"

Napoleon decided to just admit his ignorance. Sometimes it was easier.

Waverly harrumphed into his pipe, something that was familiar to the two agents.

"I thought not. It is a top secret installation that houses the latest threat to humankind. It does not belong to any of the world powers that we recognize politically, but is, regrettably, the largest Thrush satrapy known to exist.'

He paused for effect before adding…

"It must be destroyed."

Illya looked at his partner just long enough to convey what Napoleon was himself thinking: 'I knew that was coming'.

Illya spoke up, but not to verbalize his first thought.

"Sir, where exactly is this satrapy located? It seems to be surrounded by trees, but I don't recognize the topography, specifically."

Waverly shook his head.

"No, Mr. Kuryakin, I don't believe we've ever sent you into this region. It will be, perhaps, a first; both for you and the local population."

Illya furrowed his brow in a questioning expression.

"How is that, sir?"

Waverly let a small smile slip between his lips, and his eyebrows waggled in a short burst of amusement.

"You, Mr. Kuryakin and Mr. Solo, are going to Georgia."

"Sir?"

Waverly chuckled, the only brevity in his day thus far.

"No, Mr. Kuryakin, not Georgia in the Ukraine. Georgia, USA."

Napoleon shifted uncomfortably in his chair, thoughts of humidity and moonshine mixing with a disinclination to go traipsing into the South wearing a new suit and sporting a Yankee accent.

"Mr. Solo, do you have an objection to traveling south?"

Waverly was still amused, in spite of the seriousness of the mission and its goal of annihilating the Thrush compound.

"Ah, no…no, not at all…sir. I, uh…well, is that where they call the inhabitants Hillbillies?"

Illya snorted at that, not understanding anything about the term, but enjoying the effect it had on his partner.

"Napoleon, what on earth is a Hillbilly? You Americans have the most unusual phrases and titles for your population."

Napoleon sat up a little straighter, fixed his cuffs and swiveled his neck until he thought his head was probably screwed on tight enough. He shouldn't have said anything.

"Illya, it's a term used for the people who live in the hills of the Southeast. Not a completely complimentary term, granted, but it is also a region where they tend to make up their own rules, and have been known to disregard the norms of social niceties. I think."

Illya rolled his eyes for the third or fourth time today.

"Napoleon, how exactly is that different from most of the people we encounter? And, since when have you balked at going anywhere and encountering new people? I am a tad concerned for you, my friend, if some common Hillbillies can create this reaction in you."

Illya was right. Napoleon didn't know why he reacted as he did. Something about stories he had heard and tales of Yankees being tarred and feathered. Mark Twain, that's why he was thinking like this.

"Yes, of course, you're right. I'm just caught up in the lore and literary accounts. We'll be fine. Just fine."

Alexander Waverly turned the big table once more, placing two new folders in front of his agents.

"These, gentlemen, are your necessary documents for this mission. Your tickets and travel itinerary are here, as well as the names of your contacts once you arrive in Atlanta. I leave this in your capable hands. Oh, and … do be in touch."

The same young man who had watched Napoleon and Illya so intently during their gym encounter had arrived outside of Waverly's office and, seizing opportunity had chatted up Heather, asking but receiving no information about the conversation being held behind the grey metal doors. She was cautious about everything, and in spite of a charming demeanor, something about this new recruit had put her on edge.

As Solo and Kuryakin emerged from Waverly's office, the new man smiled at the pair, winking at Heather as though they shared secrets. Illya caught the quick look of unease on the young woman's face, a completely uncharacteristic response from the seasoned employee. Napoleon appeared not to notice, but as they moved farther down the hallway, he commented on the brief exchange of greetings and body language.

"Did Heather seem a little uptight back there?"

Illya held his head with a slight cant, suggesting he didn't quite understand Napoleon's remark.

"Uptight? If that means a little tense, then yes, I believe so."

"Yeah, that's what it means. And I have to wonder why she was… tense. Do you know that new man? What's his name… Shields?"

Illya nodded this time, trying to remember something out of Steven Shields's file…

"He is, I believe, just graduated. He showed enough potential to Cutter and Waverly that they have assigned him here for his first duty.''

As the two continued walking towards their office, Napoleon determined to look into the man's background a little more thoroughly. Using Heather's reaction to the man as a gauge of some sort might seem ungrounded, but she was a stable and experienced member of UNCLE. If something about the guy bugged her, then Napoleon needed to find out why.


	2. Chapter 2

"Atlanta Municipal Airport. Interesting name Atlanta. It is a cognate of Atalante, a name from Greek mythology, or perhaps from Atlas, the mythological Titan who was made to support the heavens on his shoulders. Perhaps it bodes well for us that the name suggests that all things are in balance."

Napoleon looked at his partner with both admiration and amusement. Only Illya would think to ascribe to a city (and its airport), characteristics based on the origins of its name.

"I don't think it's completely literate, tovarisch. But, from what I understand, Atlanta is an emerging city. I guess the South has its own version of the phoenix… rising up out of the ashes of the Civil war."

Illya considered that. He was hefting Napoleon's suitcase from the carousel as the other man followed the departing figures of three airline stewardesses.

"Um, Napoleon? A little help here…_tovarisch_.''

"What? Uh oh…oh…yes, by all means. Thank you Illya."

Napoleon accepted the bag from his blond companion and started to walk towards the car rental counter. Illya spotted his own bag and grabbed it as the conveyer delivered it to him. The baggage claim area was not overly crowded today, and from where he stood the Russian could see that his partner had actually caught up with the three women who had arrested his attention earlier.

Illya shook his head absent mindedly, never underestimating Napoleon's ability to find an available female. It could be worse, he supposed. Just then what seemed like a herd of children cut him off from his path. Since when did children spend time at an airport? Someone was talking, however, as though leading a tour. Perhaps this was a … how had he heard it before…a field trip. That sounded efficient, for the purpose of educating. He supposed it would suffice for some type of training. American children needed that.

By the time Illya caught up to Napoleon, the dark haired agent had made a date for them to enjoy dinner with two of the stewardesses, the third one already committed to something previously. The lovely girls in question were waiting for Illya to arrive; they were not convinced that Napoleon's friend wouldn't turn out to be a dud, or fat and bald.

When Illya approached in a white turtleneck and black jeans, blond hair slightly askew and blue eyes blazing with curiosity, it was all Napoleon could do to insure that one of the girls was still his.

"Oh, Napoleon darlin', is this your friend?"

Illya stopped dead in his tracks at the sound of that Southern drawl. What now?

"Why yes, yes he is… Samantha. Illya, this is Samantha…mmm…Samantha, Illya."

Samantha was very happy to meet Illya, even though the latter had no idea… well, of course he had an idea. Napoleon was involved.

"How do you do… Samantha."

Samantha cooed something about an accent, but it was over her shoulder and meant for her friend who remained without an introduction.

"And, who is your other new friend, Napoleon?"

The hum of the terminal was providing background noise for these social niceties that were passing among them. A family passed abruptly between them, trying to keep together and control the youngest member with bribes and counting to ten. As the child reached Illya, he stopped and kicked him in the shin of his left leg. That elicited a sharp yowl of protest, met in turn by profuse apologies to the wounded man and veiled threats against the non-compliant delinquent.

Samantha cooed something else now, suggesting that Illya sit down or put his foot up. Napoleon tried to keep from laughing at the spectacle of his partner seething behind threats of retribution, in a variety of languages. That kid was lucky to be less than three feet tall, otherwise…

The second stewardess, as yet unnamed, observed all of this with a grin on her face. She spoke French, and was certain she had heard at least a few words of it in Illya's tirade against the child assassin. She held out her hand now, not waiting for Napoleon to make the introductions.

"I am Deborah.'

She continued in French, noting there were far too many children in the terminal.

"Il y a trop de mômes ici, oui."

Illya blushed at the realization that she had understood his … declarations. Still, she was clever.

"Illya Nikovetch Kuryakin. C'est un plaisir de vous rencontrer.''

"Thank you, Illya. I am pleased to meet you as well. Are you and Napoleon going to be here in Atlanta for long?"

Deborah didn't sound Southern to Illya's ear. He knew that many of the airline's flight personnel spoke more than one language, due to the frequency of transatlantic flights and foreign passengers. Not unlike the employees of UNCLE, these women had to be prepared for just about anything.

Napoleon had observed all of this, and in the sort of split decision making expertise that had carried him to his position as Chief Enforcement Agent, he decided that his date for the evening was Samantha. Illya and Deborah seemed already in sync with one another, and the lovely Samantha would make a charming dinner companion.

The UNCLE agents made the final arrangements for dinner and bade the two women adieu, at least until later that evening. They secured their rental and, approaching the car, Napoleon tossed Illya the keys.

"I guess you might as well drive, since you're already on the fast track here in Atlanta."

Illya cut his eyes to the man on his left, wondering what, exactly, that meant.

"Are you referring to Deborah? You're the one who chased down the stewardesses and made a date before telling me about it. How did you know we wouldn't need to start our trek up into the hinterlands of Northern Georgia?"

Napoleon screwed up his face at that.

"Hinterlands? I don't think we even have hinterlands in America. Just drive."

And so Illya took the driver's seat and drove. They made their way out of the airport heading a few miles closer to the city, and to the motel where reservations had been made for them. For a day that had started out relatively slow, the pair found themselves once again, literally on the fly. At least they didn't need to worry about the next leg of their journey until tomorrow morning.

Illya was aware of a car following them soon after leaving the parking lot of the rental car company. It didn't seem likely that Thrush knew they were here, and the tail wasn't acting like a typical Thrush; it was slightly less obvious than the usual brute force presence employed by their almost constant nemesis.

This was something different, and Illya had no intention of leading whoever this was back to their motel.

"Napoleon, we seem to have picked up a tail. What do you think?"

Napoleon turned around, pointing to nothing in particular, in an effort to appear as touristy as possible. He saw the vehicle, several lengths back.

"Smart. Older car, not rushing up or doing anything obvious. So, how come we know he's tailing us?"

Illya didn't want to admit it, but the guy was driving as he would.

"He's doing it like we would if we were the ones tailing. I think he's an UNCLE agent."

Napoleon didn't like the sound of that, but he had to agree. There was something distinctive in any intelligence organization's techniques, and UNCLE was no different from any of the other agencies. You could always recognize one of your own.

"Let's see what he has under the hood, Illya. He may be one of ours, but he's not with us."

The city center was visible now, a burgeoning city growing up from the surrounding forests. They might end up in Florida if Illya couldn't lose this tail. Napoleon was getting ready to open his communicator when Illya reached over and stopped him.

"What? Why did you…?"

"If he is with UNCLE, he may be able to intercept a transmission from us. I think we should find a phone. This is a strange development, Napoleon. I think we should take some precautions."

Napoleon nodded, put his communicator back in his pocket and settled in for what might turn into a long drive.


	3. Chapter 3

Heading north on I-285, Illya kept an eye on the rearview mirror even as he was watching the traffic ahead of him. He had already maneuvered an illegal turn and reversed their direction. At this rate, Florida wasn't entirely out of the question.

"Is he still there?"

Napoleon was fussing with a map while glancing into the side mirror. He didn't see the tail any longer, and was hoping his partner's erratic driving had discouraged whoever was back there.

"I don't see him… damn. He just showed up again. I refuse to do this any longer. Hold on, Napoleon."

Napoleon grabbed the dashboard as their car careened off of the highway and into some high grass beyond a barrier free stretch.

"Get out, Napoleon. Get under the car and wait…"

It took Napoleon just a few seconds to catch on to what his partner wanted from him. If the guy following them wanted a confrontation, now was the time for it. Napoleon would be out of sight until Illya needed him, available immediately if trouble showed up.

Two minutes. That's how long it took for the UNCLE tail to make contact with the UNCLE agents it was following. When the second car pulled off the highway and stopped behind Illya, Napoleon was peering through grass and around the muffler to see who would emerge.

Illya reached into his jacket and pulled out his Walther, hoping he didn't need it but unwilling to assume anything else. As the driver's door opened on the second car, he was tensed for conflict.

The driver in the other car pushed open his door and slid out of the seat in one easy, fluid motion. He wasn't a big man, about Napoleon's height and weight was Illya's first impression as he watched through the side mirror. Illya had the Special in his hand and trailing behind his body as he opened the door. In an equally graceful exit, the Russian stood facing the approaching figure so quickly that the other man stopped short of the car.

"Ah reckon Ah'd recognize you anywhere, Mr. Kuryakin. Ah just wish y'all…'

This man had a very distinct Southern drawl, and he stopped himself in mid-sentence, looking around and slightly puzzled.

"Uh, where's Mr. Solo? Ah coulda sworn y'all were both in this vehicle."

Illya was flummoxed by this turn of events. Could this be their Atlanta contact?

"Mr. Lee?"

The stranger nodded, a big smile erupting on his boyish face.

"Yessir, Mr. Kuryakin. That's me. Oh, and I'm supposed to say… 'Things here are just peachy'.''

Napoleon was hearing all of this, and with a certain amount of discomfort and the certainty that there would be grass stains on his glenplaid, he rolled out from beneath the car and peered through the windows at this new character.

"Oh, there you are, Mr. Solo. I'm Lee…Albert E. Lee, of the Atlanta office.''

Napoleon smiled, and it was one of his most charming affectations. He was wondering why this fellow hadn't met them at the airport instead of tailing them as he had.

"Mr. Lee…'

"Oh, just call me Albert. Please."

More smiling, but at last all three men relaxed. Illya was wondering about that balancing analogy he had thought of earlier. Somehow this wasn't it.

Napoleon was curious…

"So, Albert… umm, why didn't you meet us at the airport instead of …'

"Instead of tailing you out here like we aren't on the same side? Yeah, sorry 'bout that. Y'all were in and outa there so quick, Ah just couldn't keep up. Ah reckon y'all don't have that slick reputation for nothin', right."

Illya thought the man smiled entirely too much. However…

"Mr. … Oh, sorry. Albert… We were attempting to get to our motel. I don't suppose we could head there and talk about the mission in that location rather than here."

Albert was nodding his head. He pulled out his communicator, which reminded Napoleon that he ought to do the same thing. Mr. Waverly would no doubt be waiting for a report on their arrival.

"Yessir, we can do that. Your motel is not far from here, so just get in your car and Ah'll take you there. And, may Ah say, it is a pleasure and an honor to meet two of UNCLE's fahnest."

Illya and Napoleon would have shuffled their feet and said 'aw shucks' if not for the fact that the grass was too high and neither of them were fond of that saying. Instead Napoleon thanked Albert for the kindness and indicated with a nod of his head that getting back on the road would be appreciated.

Fifteen minutes later the two cars pulled into the Happy Travelers Motor Lodge. It was fairly new, not any older than this stretch of the interstate anyway. Napoleon checked them into their room while Illya waited in the car. Russians in the motel office tended to make people nervous sometimes.

With Napoleon back in the car and the key in hand, they drove around to the back where their room was located; Illya handled the bags while Napoleon approached Albert Lee and invited him into their overnight lodging.

"So, Albert, what can you tell us about the Thrush satrapy that has brought us here?"

Napoleon didn't want to waste time. Aside from the need to get a report from this local agent, there were still two lovely stewardesses waiting to be wined and dined on their one night in the city. After this evening, the prospects for entertainment and romance were probably nil.

Albert poised himself for the task of relaying this information to the two New York agents. His time in Survival School had included stories about the nearly legendary performances of these men. To be on the same team with them now was exciting to the young Section III agent.

"Well, y'all've seen the aerial photos, so you know how big this facility is. Ah've never been in a Thrush satrapy, but Ah reckon this one would take a road map to get around.'

He looked from Illya to Napoleon, took a breath and continued.

"It was constructed some time last year. There's not much up in this region, just some small communities that no one ever hears from, much. We figure they hauled in some of their supplies via Chattanooga, 'cuz there's no record of it comin' through Atlanta. It's snuggled up in the Smokies, just outa sight of most surveillance. The only reason we spotted it was some folks told the local authorities they'd seen somethin' peculiar goin' on south of Knoxville."

Napoleon winced at that, shooting his partner a look that groaned without benefit of sound.

"Knoxville? Do you mean that it's in Tennessee, and not Georgia?"

Albert nodded, aware that he was giving these men new information.

"Oh, yessir, definitely Tennessee. There's just not anyone, Ah mean there are no offices for UNCLE up in that region. Coming into Atlanta was the only way to get you started on this.'

Albert hesitated before adding…

"Ah'd be pleased to accompany y'all up there."

Illya just shook his head. Napoleon was a little more conciliatory.

"Thank you, Agent Lee. You have been very helpful. All we need from you, however, is the rest of this report. We're fully prepared to go in on this one as a two man team. You'll have your shot at Thrush, son. Just not this time."

Albert understood. He was Section III, and Atlanta wasn't exactly a high profile training ground.

"All right then, let me tell you all about it…"

And so he did. Thrush's Smoky Mountain satrapy was the center of a gigantic mining operation. Precious gemstones and gold were being mined and processed within the giant complex. Reports indicated that lasers were being equipped with sapphires and rubies that would greatly enhance the potential for destruction of any target. Gold had also been discovered, and all of it lay beneath the sprawl that was this mountainside Thrush enclave.

The assignment for Solo and Kuryakin was to get inside and find the weapons of destruction and destroy them. If Thrush could aim any of these at key targets around the globe, the world order would be at greater risk than ever before.

Illya was studying the map from behind the Soviet glasses (Napoleon had decided to name them), his brow furrowed in one of his trademark alerts of disapproval.

"Why were we not informed of the exact location in the report we have? Is there a reason for not letting us know that the site is within the borders of the state of Tennessee?"

Napoleon had no answer for that. Both men looked at Albert, zeroing in on the only man who seemed to have any information about this monolith in the mountains.

"Oh, y'all didn't know much about this did you. Hmmm…well, Ah honestly can't say why it wasn't in your report. It is located on the border, pretty much, so it might be an oversaht. These pahts are a bit secretive, folks tend to be… well, pretty taht."

Illya took off his glasses, and Napoleon cocked his head slightly.

"Taht? Oh… tight."

Albert grinned.

"Sorry, y'all're not used to bein' in the South. I reckon the folks up there where you'll be headin' are gonna have just as much confusion with Mr. Kuryakin's accent. Ah shore wish Ah was goin' with y'all."

Napoleon sort of smirked at that. Mountain folk and Russians… Somehow he knew they were going to have a little bit of trouble on their hands.

Accents and language issues aside, the men managed to wrap up their meeting, sending Albert back to his office and the two Northerners into a measured rush in order to meet up with their dates for the evening.

"Napoleon, why exactly are we going out tonight when we need to get up early in the morning and head up to the Smoky Mountains?

Napoleon smiled at his partner, always amazed that Illya didn't need the distraction of a woman in the same way he did.

"Because, my Russian Eunich…'

Illya glared at the American he sometimes called friend.

"Napoleon…"

It was a growl that had deep meanings within the intonation. Napoleon laughed anyway, the image of his partner as a blond bear suddenly filling his view…

"We must take our pleasures as time permits, and tonight we are permitted to take our time."

Illya relented somewhat, remembering Deborah and the realization that he just might enjoy exploring her knowledge of French…

"Da, you are sometimes correct. Just keep in mind that we leave by seven in the morning. _Vy ponimaete_?''

Napoleon waggled his eyebrows and replied,

"Yes, I understand. Are you ready?"

Illya straightened up and ran his hand through the mop of blond hair.

"I am always ready, Napoleon."

One more smirk and they were out the door, heading for what they hoped would be a memorable, uneventful evening.


	4. Chapter 4

Dinner was less than uneventful. Samantha wanted to hear all about the places Napoleon had been, but steered away from asking where Illya's accent originated. Deborah was almost too aesthete for Illya, which took quite a lot. She spent all of her time in museums and art galleries, a reflection of her degree in fine art. Normally that would have been a key to an entertaining evening for the educated Russian, but somehow, this time, it was not keeping him interested.

The restaurant had been uninspiring, the company charming but not essential. By ten o'clock it was apparent that the party was definitely over. Napoleon begged off drinks, telling the girls truthfully that they had a very early start the next day. The agents turned in without much conversation, and both men went to sleep considering the possibilities of the next few days.

It was a tinny warble that woke up Napoleon. He reached for the faux cigarette case and untangled himself from the covers.

"Um.. Solo here…(yawn)"

"Mr. Solo, do you have your plans ready? I should think you are close to being on the road towards your destination."

"Yes. We are almost out the door. The sun is not quite up…"

"You don't need the sun for driving, Mr. Solo. Still, better to be rested and ready for whatever may greet you, I suppose. Please do keep me informed. Waverly out."

Illya raised his head above the coverlet on his bed, blond hair catching the first sliver of the sun's light as it seeped in between the drapery panels.

"I'll take the first shower. You can get the bags ready."

Napoleon shook himself, trying to wake up.

"Yeah, that's fine. Just don't use all of the hot water."

Illya grunted, his usual grace not quite caught up to the man's body at this hour.

Thirty minutes later both men were showered, shaved and sitting in the front seat of the UNCLE car that Albert had been driving the day before. He traded with them and returned the rental to the airport. This Chevy had a few extras that might come in handy, including a homing device that would respond to both of their communicators, as well as an enhanced V-8 engine that could outrun practically anything else on the road. The back seat held a collection of armaments and explosives beneath the seat. Everything they needed to blow up the Thrush compound was in this car. Albert had done a good job.

Napoleon took the keys, willing to drive the first leg of the journey north. They had a long drive ahead of them, full of twisting two lane roads and fewer and fewer places to stop for gas and refreshments. They purchased some sandwiches from the little café that was attached to the motel, and made a mental note to thank someone for an extra gas tank in the car they were driving.

"You might as well get some shut eye while you can, Illya. I imagine it will take a long time to reach our destination."

Illya squinted through the dawn light, reliving that strange feeling of being slightly disconnected when driving through strange places into the unknown.

"And where exactly are we headed? I still can't quite picture where it is that this satrapy is located. Is it in the mountains, or on a hillside? It seems inconceivable to me that no one would have spotted something that is purportedly so large."

Both men were silent for a few minutes. Neither of them had an answer at this point. Everything was a giant question mark as far as this assignment was concerned.

Easing out onto the highway, Napoleon reviewed the directions they had mapped out. This part of the interstate would run out, requiring them to travel older highways that were slated for improvements, but as yet were still a sometimes hazardous ride through undulating topography and increasing elevations. The end of the trip was a little hamlet a few miles off the main road and nestled in the base of the Smoky Mountains. Thrush had more nerve than common sense if they thought an operation like this would go unnoticed within a National Park. Sometimes, that lack of concern for even the governments of large nations made them even more dangerous.

Throughout the day stops were made, seats exchanged and the sandwiches and thermos of coffee consumed. It was getting dark when Illya finally pulled into the small courtyard of an ancient little motel. This one must have been a relic of the earliest days of automobile travel, and the two men wondered what type of accommodations it would offer them.

"Okay, Illya, I'll go check it out. It's hard to believe this place could be anything except vacant, but just in case…"

Illya nodded.

"I will keep an eye out for trouble. If this is Thrush territory, then we have no guarantees that the local population, such as it is, will not be in league with them. We must assume that at least some of the people in this area are now employed at this… whatever it is that has been built here."

Napoleon was searching for signs of life. The little motor court was tidy, the only signs of occupation was a Buick sedan parked next to the office, and another vehicle farther down. Hopefully, Napoleon would be able to secure the end unit.

"Be right back."

He slapped the hood of the car as he headed for the office. Illya let his gaze take in his surroundings. Across the street were several storefronts, including one with a sign that read:

_Angieville Café_

"Hmmm… I suppose it can't hurt to try the local cuisine."

"Are you talking to yourself again, tovarisch?"

Illya turned at the sound of his partner's jibe. He must be tired to have missed Napoleon's approach.

"Room 10, on the end. Let's go put our stuff away, and then we can walk across the street and try that café. It is what you were thinking, isn't it?"

Both men grinned at that.

"Yes, I am quite hungry. If the food is any good, we will at least have that satisfaction for this day's activity."

Illya pulled the Chevy into the designated spot, and they removed the suitcases and set the car alarm. No one would get away with this vehicle. It was equipped with a new, state of the art UNCLE security alarm that would automatically lock down the car, and disengage the battery connection. It was theft proof.

The agents checked out the room. It was a standard double, typical close quarters. It didn't matter to them, they were used to skimpy accommodations. Right now what they both wanted was a hot meal and a good night's rest, if that were possible. One or the other would be acceptable, both would be exceptional.

They headed for the Angieville Café. It was named, of course, for the town in which it was located: Angieville. A few people came through here on their way farther into the Smoky Mountain National Park, although a new highway would eventually bypass it, most likely. A few patrons were seated at small tables, and a jukebox was playing a Loretta Lynn record. It was Illya who recognized the singer, much to Napoleon's surprise.

"American music has its roots in the cultures of the people who settled this country. In this region, the Irish and Scottish are dominant forebears, so the music reflects the sounds of those cultures. Fiddles and mandolins, guitars… even the tonal qualities of their singing. It is all quite interesting."

Napoleon was impressed. He hadn't considered that his Russian friend would find this region interesting enough to ferret out the history of its music.

A young girl approached their table, her smile a genuine greeting for the two travelers.

"How are y'all doin' this evenin'?"

Napoleon returned her smile as Illya contemplated the menu. Some of these items were unfamiliar, and he wondered if this was the right time to explore Southern cooking.

"Excuse me, miss, but what exactly is Country Fried Steak?"

"Oh my, you surely aren't from around here!"

Illya smiled, just a little.

"No, no I am not from around here. My friend and I, we are writing a book on the Smoky Mountains and the people who live here. My name is Illya, and this is Napoleon."

The girl, whose nametag spelled out Margie, took a deep breath before speaking again. She seemed to be holding back a giggle.

"My goodness, but those are not names we hear much around Angieville."

"No, I don't suppose you would have."

Margie regained her composure and assured Illya that he would love Chicken Fried Steak, with fried potatoes and green beans. She recommended the cole slaw as well, and sweet tea, of course.

Napoleon nodded as she spoke, his own appetite yielding to something else he noticed.

"Tell me, how is the catfish? It says here it's caught fresh daily."

"Oh my yes. Catfish rolled in cornmeal and fried, with potatoes and coleslaw. I guess you can tell we like fried potatoes and cole slaw."

She winked at them, and they both ordered according to her recommendations. They both decided to try the sweet tea, and before he closed his menu Illya spotted something called Chess Pie. He would need to have a piece of that.

Twenty minutes later Margie delivered their food, heaped high on oval plates that must have seen years of service. The aromas were tantalizing, and those first bites convinced the men from New York that if nothing else came of this trip, they would have this meal to remember.

When the last bites were taken, Illya was no longer certain that he could eat a piece of pie. The temptation proved too great, however, and he let the power of the food lull him into a sense of contentment that could only be enhanced by more of it. The chess pie came, along with a cup of coffee. Napoleon decided to skip dessert, still smarting a little over the comments made during the sparring match. He was sticking to his no sweets rule. For now.

The meal completed, Margie was close by to pick up the plates and ply them with platitudes and wishes for a quick return. They left a hefty tip for the girl, and Illya asked about breakfast. He was thinking ahead, after all.

"Oh, cook's here at five in the mornin'. The early shift begins at the mine by six, so there's biscuits and gravy on the stove real early."

Napoleon seized the opportunity to ask about the mine.

"So, there is a working mine close by? We weren't aware of that. Do you know who owns it?"

"It's some fella from up north, I think. He built this big place up in the foothills, and been mining up there for about a year. I think maybe twenty or thirty men work up there now."

Illya and Napoleon exchanged a look that said 'there's our lead', and then thanked Margie for all of her advice and great service.

"We'll be back tomorrow. Thanks again, Margie."

Walking back to their room, Illya and Napoleon settled on a course of action. They would grab their cover story and all of the accoutrement for making it look real, and head to the mining operation that had snuck in beneath everyone's noses.

Illya couldn't wait to try biscuits and gravy.


	5. Chapter 5

Steven Shields had performed well in Survival School. His scores had been adequate in Cutter's opinion, but something about him had indicated he was capable of more than that if given the opportunity. It was unlike the surly commandant of the UNCLE training facility to promote a candidate who couldn't post results like the two agents whose legacies had begun on the private island. Not very many men had results like Solo or Kuryakin, though, at least not on _every_ survival skill.

Something about Shields impressed Jules Cutter, and his recommendation to Alexander Waverly had been to let the young man start in New York, under the tutelage of the great man.

Sitting in the Canteen, Shields was still trying to formulate his plan for the assumption of top spot among the New York agents. He knew what it would take, and harbored nothing like regret at the prospect of eliminating one or both of his targets. Success was the only option for him, and whatever it took to attain his goal would be his path.

In the little town of Angieville, Tennessee, morning arrived with the softly cadenced greeting of a creek that ran behind the little motel in which two UNCLE agents were staying. Illya was vaguely aware of the chinking sound of water against rocks and twigs, as well as a chill in the air signaling the arrival of autumn in this mountain hamlet.

"Napoleon, wake up."

It was just loud enough to penetrate the still sleeping man's dreamy countenance. Napoleon took a deep breath before completely breaking away from a very pleasant image of Heather McNabb smothered in gravy…

"What? Oh, oh… wow. I think that catfish caused me to have some strange dreams…"

Illya raised an eyebrow, doubting that it required catfish to entangle his friend in a strange dream. He was fairly certain that Napoleon had been dreaming of a woman.

"Yes, well I'm willing to bet breakfast that you'll dream whether you eat catfish or oatmeal. Either way, my friend, you will dream."

Napoleon shot his partner a wicked smile, acknowledging the truth of that sentiment.

"Shower?"

Illya was already gathering his kit and heading for the bathroom.

By seven o'clock, both men were ready to head out of their room and directly to the café across the street. There was a frost still evident even as the sun was beginning to warm the landscape. Illya had on jeans and a heavier than normal turtleneck sweater. Boots and a heavy parka insulated him against the near freezing morning air. Napoleon also wore jeans, with a thermal tee beneath a plaid flannel shirt. His raincoat was heavy enough to ward off the chill, and boots would serve him well as their journey led them into the hills. But that would be after breakfast, something Illya had made quite clear.

The little restaurant was buzzing with locals when the two walked in. Nods of greeting were permitted, although no one actually spoke. The individual circles of men quickly resumed conversations that covered everything from the rising cost of fuel oil to the last radio broadcast of the Grand Ole Opry.

Many of those present would be heading off to work in the Thrush mine. The cover story concocted by Illya and Napoleon as writers would be their only entry into this world. For now, sitting down to a country breakfast was what fueled the Russian's interest.

A different waitress was on duty this morning, a slightly older and considerably plumper version of the girl last night. She had a smile and cheerful demeanor that defied the early hour and amount of work she was handling.

"Good mornin' gentlemen.'

She poured coffee as she inquired of them…

"What are y'all havin' today?"

Illya was almost giddy from the anticipation of the biscuits and gravy he had decided on last night.

"I see that you have something called sausage gravy. What is that, exactly?"

She smiled at him, wondering how anything this cute and with that accent had arrived here for her to enjoy.

"Well, let me see… The sausage is fried up, then cook makes a white gravy out of milk and flour, and some of the drippin's. After that gravy is all bubblin' and seasoned up just right, the sausage gets broken up into it and ladled over your biscuits. I recommend some eggs to go with it."

Napoleon was pretty sure the woman winked at the blond, but he was very sure that she was having some fun with him.

Illya's eyebrows rose to the middle of his forehead as he considered this information. It certainly sounded simple enough.

"I shall have that, then. Two eggs, over medium, please. And, thank you for your excellent explanation."

And he winked back.

Napoleon ordered the same. _When__in__Rome_…

Forty-five minutes later, breakfast was a fait accompli, and for Illya, the dawning of a new appreciation for what a morning meal could be. Satisfaction didn't begin to describe his state of being. The two paid their bill and left the restaurant to the classic exit line.

"Y'all come back!"

Illya was counting on it.

"All right, Illya, who plays photographer today?"

Napoleon almost always played the writer to Illya's photographer role. Still, it seemed to suit them better, and today was not the day to explore new alter egos.

"I will, as usual. At least I will possess the obvious weapon should it be required."

Napoleon nodded. He had overheard a few of the men talking about today's projected schedule, and it seemed to indicate that they were close to a deposit of sapphires. He had no previous knowledge of gemstones being mined in this region. Surprises were a part of this profession on a daily basis.

"I have directions to the mine. It still amazes me that this has been in operation for a year, and no one outside of this region knew about it. That seems like good planning on Thrush's part.''

Illya agreed.

"Good planning from Thrush means trouble. I just hope they aren't expecting us."

As Steven Shields closed the folder he had been reading, the phrase came to him…

'Hide in plain sight'.

That's what he was doing, and the information in this folder contained everything he needed to know in order to eliminate the only thing that stood between him and success with UNCLE.


	6. Chapter 6

_As Steven Shields closed the folder he had been reading, the phrase came to him…_

_'Hide in plain sight'._

_That's what he was doing, and the information in this folder contained everything he needed to know in order to eliminate the only thing that stood between him and success with UNCLE._

Shields had obtained the information he needed concerning the two men whose jobs he coveted. It was fate, he reasoned, to be here at this point in history with the opportunity presented to him now. There was a war raging, even though life carried on as usual. Thrush was a problem, certainly, but so was the threat of the Red Menace. It wasn't enough to simply stand firm in opposition to the Soviet Union. Let the politicians handle that end.

For his part, Steven Shields knew how to eliminate one of the enemies that dwelt among them; the fact that Kuryakin had a partner who would defend him to the death meant that he, too, would need to be eliminated.

Yes, fate had brought him here. Destiny would continue to lead him.

Illya and Napoleon were right on schedule. In spite of a breakfast that might easily have lulled them into a nap or, at the very least, a respite from their pursuit of Thrush via one of the big rocking chairs that graced the porch in front of the restaurant, the two agents determined to head for the mine.

The air was crisp and perfectly chilled. Illya thought it had the same qualities as an apple that snaps when you bite into it. The abundance of greenery was contrasted nicely by the sound of the creek that ran alongside the road; shards of frost still clinging to grass blades created a glimmering backdrop to a nearly pristine mountain environment.

If it weren't for the presence of the odd house or barn that was visible from the main road, it would be difficult to know that the area was inhabited at all. That and a respectable stream of traffic heading towards the object of their investigation reminded Napoleon and Illya of their purpose here. The magic of the scenery was broken as they approached a large structure whose façade stood in contrast to the mountain behind it.

Illya's observation was as crisp as the morning air.

"This is a monstrosity. Who allowed such a thing to be built in this environment?"

Napoleon was equally awestruck by the size of it. Jutting out from the mountainside and wrapping around several acres of trees, the building, or series of buildings, looked like pieces of a puzzle that needed connecting parts.

"It must have housing included. Thrush personnel must live here, and work, in addition to the locals who have been hired.''

Illya nodded, his eyes seeing every building as his gaze took in the semi-circle of concrete structures.

"To their credit, it does blend into the woods and mountain rather well. The color is a good match to the dirt around here.'

He paused, his thoughts going back to the little restaurant and the community that supported it. He liked these people and, ironically, Thrush was helping their economy.

"This assignment is a bit of a double-edged sword."

Napoleon didn't understand. He turned his head to inspect Illya better, recognizing the glumness hinted at by the comment. The blond saw the look, shrugged his shoulders and went on.

"I just mean that… in spite of the need to stop this enterprise, I recognize that in doing so we will harm the recent benefit to the local economy. These people depend on the jobs here.'

He sighed and leaned his head on the back of the seat.

"It reminds me of… home. People there depend on whatever businesses are allowed to operate, and eek out a living at the mercy of approved endeavors. All of it is scrutinized by the State…

"Beznadezhnyi.''

"Hopeless? Illya, I'm… Do you miss it? Russia… do you want to return there?"

Napoleon wondered sometimes how his partner did it, how he managed to be a man without a country. He had lived in several different countries, and was now almost completely without ties to his birthplace. It had to be difficult…

Illya didn't linger there. It was better to concentrate on the job at hand. He nodded his head in the direction of the mine and the line of cars heading towards it.

"I think we'd better consider our entrance. Word will have spread about the strangers in town, and certainly we will be noticed here very quickly."

The Chevy fit in perfectly among the other vehicles that poured into the parking lot at the Birdseye Mining Company. Once again, the thin veneer of respectability was shaded with Thrush arrogance, and Napoleon and Illya barely contained their amusement at the predictability of the people in charge.

Illya was gathering his photographic equipment as he remarked on the absurdity of how Thrush named their various enterprises.

"I don't suppose anyone else would think twice about it, but they must realize that law enforcement can draw conclusions easily with a name like that."

Napoleon chuckled and nodded his head, trying to keep his appearance in line with the role of a journeyman author, just in case someone was watching.

"Illya, if Thrush didn't do the expected, we might actually have to go looking for them. As it is, they always manage to send out signals that even Inspector Clouseau could find.''

Illya tweaked an eyebrow at that. He didn't get that reference. Napoleon saw the question in his friends face.

"Oh, the movie the Pink Panther. Peter Sellers? You don't ever go to the movies, do you?"

"I have, on occasion, taken in a film… or two. Who is this Inspector Clouseau?"

Napoleon smiled, the images on the screen a comic imitation of some of his own less than graceful affairs.

"Clouseau is a bumbling French policeman who gets involved in a crazy jewel theft. His own…"

Illya shook his head and held up a finger to his lips, indicating to Napoleon to shush.

"Stop. Do not tell me the entire movie. That the man is inept is sufficient for me to understand why you said what you did. By the way, I believe we have been spotted, for whatever that means for us."

Napoleon made a face at that. In that moment, there was a guard heading towards them, in full thrush regalia.

"Say there, I don't b'lieve I know y'all. We don't have any jobs open, so you might as well get goin'."

He seemed to think that was adequate, and stood with his arms crossed over his chest, as though one good blink might conjure up three wishes.

Napoleon spoke, slowly and with great feeling.

"We are not, as it happens, looking for work. I am Napoleon Solo, and this is my associate, Illya Kuryakin. We are…"

The man put up his hand in front of Napoleon's face. He was starting to get irritated at the gesture.

"What kinda name is that? You _sure_ ain't from around here."

Illya stared back at the man, the glacial blue eyes withering the guard's resolve ever so slightly.

Napoleon had to smile just a little at the effect.

"Ahhemm… As I was saying…''

Napoleon cut his eyes to the blond and back to the guard.

"I am a writer and, um… Mr. Kuryakin is a world renowned photographer who is working with me on a book … about the mining communities of the Smoky Mountains. We would very much like to photograph your Birdseye Mine and tell the story of how it has helped revitalize this little region around Angieville. It's all very good press, actually."

The guard listened, but he was shaking his head.

"Nope, I don't think I can let you come in. The boss man of this operation don't like anyone comin' here snoopin' around. And, book or no book, you'd be snoopin'."

Illya heaved a sigh that indicated his displeasure with the direction of the conversation.

"Perhaps if we could just speak with your _boss_. Our publisher is really quite enthused about this particular location. Isn't he Napoleon?"

Napoleon raised his eyebrows and replied enthusiastically.

"Yes, oh yes… indeed. Very enthused. He is so enthused, in fact, that he has given us money to help smooth the way for anyone who might be willing to help us. Do you… '

Napoleon check the nametag on the uniform…

"…do you, Duane, need smoothing?"

The smile was slow in coming, but Duane finally lit up like a streetlamp and nodded his head.

"Well, I reckon it won't hurt nothin'. I mean, you're just takin' pictures, right?"

Illya and Napoleon both nodded vigorously.

"Oh, absolutely Duane. Just a few pictures and we'll be out of here, and you'll be … forty dollars smoother than you are now."

Everyone was smiling now, and Duane motioned for the two men with the funny names to follow him. Illya started snapping pictures, Napoleon was taking notes. Neither one of them saw Duane click the round metal device in his jacket pocket.

As Solo and Kuryakin were being led into the outer perimeter of the mining operation known as Birdseye Mine, a small plane landed on an airstrip outside of Knoxville. Steven Shields had persuaded personnel that he had a family emergency and would need a few days off. He was getting closer to his goal; by the end of the day he would take care of Kuryakin and, if necessary, Napoleon Solo as well.


	7. Chapter 7

As Duane led the two UNCLE agents deeper into the mine complex, each one was aware of the doors closing behind them. Napoleon cut a glance to his partner at the sound of the clicking lock, to which Illya merely nodded. It was pointless for now to try and resist whatever lay ahead of them.

Illya continued to take pictures, not letting on that a rising sense of danger was quickening his pulse and causing a twinge of pain behind his eyes. Regardless of how often he walked into danger, his body insisted on trying to plunge him into anxiety. No matter. His mind was in charge, and just as the adrenaline caused the initial response, his ability to subdue all of it trumped his natural reactions.

Napoleon was handling his own set of concerns. If Duane had spotted them this easily, then his act was a very convincing one. He obviously possessed some advanced skills in detecting UNCLE agents, unless they treated every stranger to this tour.

Illya spoke casually, and hoped that Duane didn't speak French.

"Vous sentez-vous chanceux?''

Napoleon smiled. He always felt lucky.

"So, ahh… Duane, what sort of tour are you taking us on today? I'd love to see some of the gems that your people are claiming out of this mine.'

He paused briefly, in case Duane actually was in the mood to answer.

"Yeah, I've actually seen some of the diamonds that have been discovered in Arkansas. That was amazing news. Do you people have a media consultant? Surely someone is in charge…"

Duane stopped and whirled around to face his two charges.

"Me. Solo, that's just about enough talkin' from you. And, by the way Mr. Kuryakin, luck won't help you today."

Illya didn't blink, but stared at the surprising Duane with equal amounts of disdain and insolence. He heard the approach of someone behind him, but was unable to escape the muzzle of a gun as it came to rest between his shoulder blades.

"Anything else, Mr. Kuryakin?"

Duane looked like the Cheshire Cat, both devilish and crazed. Napoleon decided to not resist, especially with a gun at Illya's back.

"What, exactly, do you want from us, Duane?"

The Thrushie laughed, seemingly amused at Napoleon's question.

"Mr. Solo, I think the real curiosity here is what you want from me. Here we are, providin' jobs and security for some of these folks, and you show up and, I can just imagine it, you're here to shut us down. Am I right?"

Napoleon turned his head towards Illya, both men resigned to their usual ruse of innocence in situations such as this.

"Duane, really, you injure me with that type of accusation. I am here to write a story. That's all. You must have me confused with someone else."

Duane huffed at that and motioned for the man guarding Illya to escort him through a door to their right. It didn't seem right, somehow, that Illya should go without a fight. His earlier good judgement was eclipsed by his flight or fight impulse as Napoleon watched for just the right opportunity to join the fray that was surely going to ensue.

Without giving away his intentions, Illya spun around and knocked the gun from the guard's hand. In the same motion, or nearly, Napoleon lashed Duane across his formerly smug features, stunning him into a defensive posture that only pretended to be such. Without too much effort, Napoleon was able to subdue Duane just as Illya was putting the final blow to the back of his opponent's head. As the two Thrush went down, the UNCLE agents quickly ascertained the success of his partner and started the job of dragging the downed men into the corridor to which they had been headed earlier.

"What do you think? Can you get into his uniform?"

Napoleon figured Illya was a few inches shorter and about fifty pounds lighter than the guy he was hauling through the doorway. Duane, on the other hand, was about Napoleon's size.

"It will not be pretty, but perhaps you should take this … larger uniform. At least his will only be a little bit oversized on me."

Illya was fairly certain of the outcome. Even though they hoped to not run into anyone, Napoleon had to agree that even Thrush wouldn't hand out their uniforms in such a disparate manner. He had to at least attempt to look as though he owned his clothing.

"I suppose you're right. Just hurry up, before someone comes looking for either of these two."

With little lag time in the process, Illya and Napoleon emerged from an anteroom dressed in the confiscated uniforms. The two men who donated them were tied up and gagged behind some supplies. A single sleep dart each insured they wouldn't need tending for several hours.

The task at hand was to locate the control center and relieve Thrush of their mining operation. The report UNCLE was working from indicated a laser capable of great havoc if it continued to be supplied by the sapphires and other precious gems in this mine. Once sufficient quantities were harvested, the laser could be armed and used to hold most of the world hostage. As of today, that plan was cancelled.

Illya led the way as he and Napoleon made their way to what they hoped was the center of the operation. Various arrows and signs seemed to indicate a direction, and the men made their way now in accordance with those.

The halls were empty, and the only noise was a distant hum that was, they reasoned, the machinery in the mine. Illya was relieved to reach a set of double doors clearly marked OPERATIONS. He opened the door slowly, sticking his head in ahead of his body. Seeing the room empty, he motioned for Napoleon to follow him in. At a console sat what appeared to be a robot of some sort. It was almost like a stick figure drawing, all straight lines with a round egg shaped head that was clear, allowing its mechanism to be seen whirring within.

"Illya, what is it?"

The Russian wasn't certain he knew, but drew closer to the object for further investigation. When he had gotten close enough to touch it, the head began to flash and emitted a high pitched sound that caused both agents to clap their hands over their ears.

"Chyort! Stupid, stupid…'

Illya shot it, somewhat regretfully but with little hesitation. As the head exploded from the impact, the entire mechanism slowed down and whirred a last, pitiful squeak before crumpling into a heap on the floor.

"I would rather have examined it, but hopefully that signal did not reach anyone."

Napoleon straightened up from the crouching posture he had assumed, a bewildered expression on his face as he edged a little closer to the metal and wires that had been, he now supposed, the brains of this mining business.

"What the hell… Do you think there are more of these?"

Illya was picking at the remains. He looked at his partner and then back at the ruined robot.

"I hope not. Although, it would explain why there are so few employees and so few Thrush…"

His words trailed off as his eyes caught something on the control panel. Working his way past the ruined robot, Illya moved towards what had caught his attention.

"Well, this might be helpful."

Napoleon craned his neck to see over Illya's shoulder. It took him a minute to identify what his friend was referring to, and then required an explanation. Sometimes it was handy having a man on his team with Illya's credentials.

"What is it, Illya?"

The blond straightened up and looked at his partner, a glimmer of a smile beginning…

"I don't know where to begin."


	8. Chapter 8

Napoleon waited for some type of explanation from Illya, who kept smiling and staring at something beyond the control panel at which the robot had been situated. The office itself was a glass enclosed cubicle filled with lights and levers, computers and whirring components that were beyond Napoleon's technical savvy.

"Illya, your smile is full of promise and yet… what gives? What is this, exactly?"

Illya turned to look at his partner, the blue eyes lit up now with a glint not unlike what other men would exhibit in the presence of a beautiful woman. He extended his arm and pointed out into the seemingly endless void that was the interior of the mine.

"This, my friend, is the foundation for a physics experiment the likes of which I have never witnessed first hand. Thrush seems to have developed a huge magnetic field, a superconducting magnet. Can you see what's out there?"

Napoleon scanned the darkness until he recognized glints of refracted light bouncing off of… sapphires?

"Are they floating out there?"

Illya was still smiling, although he was letting his fingers graze over the various keyboards and toggles that populated the control panel.

"Somehow, here in this mine shaft, Thrush has scientifically created a superconducting magnet that is causing a repulsive interaction of opposing forces. That causes the gemstones to levitate in a little magnetic bowl, thus producing this field of floating sapphires. It is a fantastic discovery… whoever discovered this has gained a place that is years ahead of other quantum theorists.''

So enthralled by the sight of the floating gems were the two agents that they failed to hear footsteps behind them.

"That is exactly correct, Mr. Kuryakin. Or, shall I say Dr. Kuryakin?"

Napoleon and Illya turned around at the sound of that voice. Illya was shocked at the woman's presence, the memory of his earlier opinion of her suddenly altered.

"You? Why the subterfuge of the waitress job? Certainly you do not need the money."

The woman who had guided him through his breakfast choices was now dressed in a Thrush uniform that she wore beneath a white lab coat, her formerly down home attitude replaced by an authoritative air that seemed to also include knowledge of the fantastic sight beyond the glass viewing panes.

"I play my part, just as you play yours. I seem to have done a better job of mine."

The grin was infuriating to both men, but it was Napoleon who replied.

"You seem to know our names. Perhaps you will tell us who you are, seeing as how we appear to be your guests now."

The woman smiled, a wicked and knowing smile that sent shivers up the Russian's spine. Something about her was familiar…

"Oh, I think I'll let you just stew over it for awhile. In the meantime, Dr. Kuryakin and I have some things to discuss.'

Motioning to the door, the woman indicated the direction she wanted her men to take Solo.

"Lock him up and don't leave him anything to play with. These men have a nasty habit of finding the most absurd methods of escape."

Napoleon didn't resist as he was pulled on, then guided out of the door and down the hallway to a nondescript cell. It was only a few doors down from the control booth, not that it was of any benefit at the moment. A cot was the only piece of furniture, and there were no windows. The walls were damp, much like a cave, something that made the single light hanging from a beam seem eerie and slightly dangerous.

Back in the control room the mysterious woman and two Thrush guards remained with the curious Russian. Even though he had a sense of dread concerning anything that might still occur, his curiosity was gaining the upper hand. He wanted to know about this fantastic magnetic cavern and the work being done here. Quantum theorists had many questions about extreme magnetism and quantum gravity. Many of these theories hadn't even reached official status, were merely whispered about in closed meetings and late night drunken debates. To find this here, within the grasp of Thrush… Illya's mind was full of questions and a degree of fear at the possible scenarios it presented.

"I see, Dr. Kuryakin, that you have conjectured your way into a fair state of concern. You must realize that Thrush is your best bet for being a part of this, shall we say, ground breaking discovery. I can't imagine that staying with the U.N.C.L.E. will ever get you close to participating in this type of scientific work."

Illya eyed the woman with a glare he normally reserved for Angelique or some other femme fatale who might come calling. He knew this woman, but could not put a name to the face…

Napoleon decided to sit down and try to figure out who was in charge of this operation. The woman was familiar, but not in a way he could readily identify. Where had their paths crossed before, and why hadn't he recognized her in the restaurant?

If Illya's reaction to the magnetic field was any indication of the purpose of this satrapy, then it wasn't a laser at the heart of it. Something about quantum physics, which meant Napoleon didn't have a snowball's chance in hell of figuring any of it out. Had they purposely lured Illya here? Why? Did Thrush really think they could get Kuryakin to change sides, just because of some floating gemstones?

As Illya listened to the woman talk, something about her, the arrogance and self-conceit, began to register a memory. Unbelievably, she revealed herself without meaning to by the very lack of identity. He knew who she was. The question was, should he let her know that of which he was now certain?

Napoleon's brain was twirling like a top, a magnetic top perhaps. In this magnetized mine shaft, the idea of spinning endlessly was not entirely out of the question. There, he did have a little idea of how things worked…and then it hit him.

"Egret."

Illya narrowed his eyes as the identity of the woman became clearer. Of course, it had to be…

"Dr. Egret, you seem to have, uh…filled out a little since last we met."

The plump woman in front of him scowled, the discovery of her identity was not a complete derailment to this project, but the irritation of this skinny young man commenting on her recent weight gain was enough cause for a slap across his impertinent face.

Illya didn't react outwardly, but his mind began to race as his memories of dealing with this diabolical female genius challenged him to make some type of move. The two guards were implacably stationed at the door, their amusement at the comment about her weight obvious. Too many biscuits and not enough exercise was the consensus of all three men in the room.

"Have your little laugh, Kuryakin. You still don't know how I did it, and you won't until you agree to work for Thrush. I need one more piece of the puzzle, and I believe you can help me find it. If you _don__'__t_agree to help me, then your Mr. Solo will suffer the consequences.''

Illya stared long and hard at the woman, his hatred for her and all things Thrush was evident in his expression. What, he wondered, could he possibly add to this situation that one of their own physicists couldn't? Or, was it possible that Egret had plans to keep this to herself?

"What do I get out of this should I consider your proposal?"

Dr. Egret laughed, and the timber of her voice betrayed a madness that Illya had not recognized in his previous encounter with the woman.

"You, Dr. Kuryakin, will have the satisfaction of not being responsible for the death of your partner. Isn't that enough for the nobleman you pretend to be? Oh, I know of your history and your family's tenuous claims. You will help me_,__Illya_, because you can't bear the deaths of innocent victims, of which your friend Mr. Solo is one in this situation. You will help me because I demand it!"

She was mad, no doubt about it. Better to placate her now than provoke some unnecessary violence against Napoleon.

"All right. I will agree to help you, but I want Napoleon's safety guaranteed. I want him with me, at all times. Those are my conditions, doctor."

She seemed to calm down with that. Her eyebrows rose nearly to her hairline as she threw her head back in a type of celebratory gesture, raising her arms in mock adulation of the man she was courting.

"You, Dr. Kuryakin, shall have your wishes concerning Mr. Solo. I have rooms prepared for you. We will begin work immediately after you settle yourselves into your new accommodations. This is a new era, Kuryakin. We will be lauded as the gods of a new universe, one that we design and that is under our command."

Illya rolled his eyes at the grandiose pronouncements. Of course it was ridiculous, and within a few hours or days, he and Napoleon would topple this madwoman's enterprise. For now he would let her think that cooperation was in the air.

"Yes, well… whatever you say Dr. Egret. I look forward to your explanation of the magnetic corridor beyond this glass."

Dr. Egret signaled for the two guards to escort Kuryakin to his new quarters, and spoke in a whisper to one of them to go and retrieve Solo from the cell he was currently in. They nodded and opened the door for Illya, going first to collect Napoleon before leading them both to their new apartment.

Walking side by side along the rocky corridor, the UNCLE agents let their eyes explore their surroundings. They each knew what the other was thinking, so that by the time they had reached the destination, a plan was easily put into motion. Within a few heartbeats, the Thrush guards were knocked unconscious and lying inside the apartment that had been designated for Illya and Napoleon.

It took only a few minutes for the men to change into the Thrush uniforms and assume their identity. Illya opened the door a crack, checking for any patrols that might come by.

"It's clear… let's go."

They were heading back to the control room, rounding corners with a measure of caution, when they saw Egret close the door behind her and head in the opposite direction. Napoleon pointed towards their destination and motioned for Illya to follow him.

They managed to slip into the control room once again, this time disabling the cameras that Illya had observed during his 'interview' with Dr. Egret. They wouldn't get caught like that a second time.

Now Illya was searching the control panel, looking for clues to the magnetic field beyond the glass enclosure. He had his doubts about Egret's supposed discovery of a natural superconductor. Not only that, but the probability was that it was a fluke of some sort, and that with the advent of warmer temperature within this space it would overheat and bring down this side of the mountain. People's lives were at risk, and they were all innocents. Dr. Egret was right about that much; Illya wouldn't stand for the loss of innocent lives.

Napoleon didn't have a clue what to do in this scenario. He was waiting for Illya to give him some directions, and he was pretty sure a stick of dynamite wasn't the way to go here.

"Illya, what are we supposed to do now? I hope you have some type of plan."

Illya smirked as only he could, a sign for his partner that there were answers ahead.

"We need to raise the temperature in here. Somewhere, somehow, Egret has installed coils for cooling this environment below its natural levels. She is attempting to replicate the necessary situation for … '

Napoleon looked a little glassy eyed. He really didn't need the details.

"Okay, this is what we're going to do."

They set about following Illya's proposals, setting the unseen coils for a temperature above what was necessary for the magnetism to remain intact. Illya was able to decipher the Thrush scientist's system of knobs and toggles, and as close as he could the time for the meltdown was designated at twenty minutes.

"Napoleon, when I give you the signal, hit that switch over there, it's the alarm to evacuate. At least they had enough sense and fore thought to include it here. This place is going to implode in twenty minutes, and we want it completely empty."

Illya finished his calibrations and held up his hand, counting down to zero. Napoleon was ready to hit the alarm button and did so in synch with Illya's signal.

"Now, let's get out of here… Go!"

With that the two men were out the door and heading for the exit, winding back the way they had come in. The klaxons were ringing and men were streaming out of several corridors, some of them directly from the mine itself. Illya and Napoleon recognized a few of the men they had seen in the restaurant on their two visits, and hoped that everyone would get out before the mountain came down on itself.

Dr. Egret was catapulted from her desk at the sound of the alarms, cursing UNCLE, Kuryakin and Solo in one breath as she headed for her own personal escape route. There were other mountains in the world, and she would find one just like this and do it all over again. First though, she had to get out before disaster struck.

On the outside, as the drama unfolded within, another man was pulling into the parking lot. He had traveled for hours getting to this isolated mountain locale, and his mission was only just beginning.


	9. Chapter 9

Steven Shields had found the quaint little town of Angieville with the help of some detective work and a trail of communiqués between Napoleon and Illya, and headquarters. His intrusion into this affair had gone mostly unnoticed by people in New York, except for Heather McNabb. She had continued to keep an eye on the young agent, not trusting him for a reason she couldn't quite explain.

When Heather had discovered Agent Shields was gone for an undisclosed period of time due to a family event, she immediately became suspicious. Call it instinct or experience, she didn't much care. The first thing she did was run a background check on him and confirm that he didn't have any close family to speak of. From the looks of it, he hadn't even been in contact with anyone for the past several years, so the likelihood of his being called for anything short of an inheritance seemed remote.

The second thing Heather did was to attempt to contact Napoleon. It occurred while he and Illya were inside the Birdseye mine, and unable to receive the transmission. Unknown to Heather, Steven Shields was approaching the mine even as her call went unheard.

With a rumbling from within the ancient rock chasing them mercilessly, Illya and Napoleon reached for daylight and open spaces. They emerged from the doomed mine in a cloud of dust, surrounded by other anxious men who had escaped the interior to find that their livelihoods were, quite literally, being blown to bits.

Illya was fairly certain that the damage would be minimal to the areas already being mined. The primary focus of his destructive intent had been the control room and the coils that had produced the extreme magnetism; he had taken no pleasure in destroying something of such promise. It was only a little comfort to the scientist within Illya Kuryakin that he had gotten a small piece of the coiling materials, something that Egret had kept close by; an obvious reminder of genius to her very large ego, but now a souvenir for the Russian.

It was very likely that the mine could be reopened under a very different type of management. Mr. Waverly would already be involved in discussions with benevolent and trusted partners with whom he might launch a new venture, saving jobs and promoting industry in the region.

At present, a more vexing situation was facing Solo and Kuryakin, unbeknownst to them, of course. Shields, full of bravado and with the intention of somehow eliminating the Russian, showed up just as the explosion was rending the interior uninhabitable and witnessed the outpouring of people from what appeared to be the only entrance to the mining operation.

What a great bit of luck, a perfect opportunity to pick off Kuryakin in the confusion. Neither Illya nor Napoleon was expecting to run into a rogue UNCLE agent, and both were completely unprepared for an assault. All might have been lost had Heather not finally gotten through to Napoleon.

"Solo here… _cough_…''

"Napoleon, are you all right?"

"Heather? Yes, I'm…we're fine. Just a little dusty …"

"Okay, Napoleon, listen to me. Steven Shields is coming to where you are, and he's used a lie to cover his tracks…something about a family crisis. Well, there's no family, so I'm thinking no crisis either. He has some strange stuff in his background, and… well, I'm a little concerned."

Napoleon was trying to take in the information as he looked around, and was watching Illya navigate through the groups of men, checking for injuries and taking a roll call of the employees. As Heather began to list off some of the peculiarities in Shields' background, the red flag ran up the pole when she got to this:

"Napoleon, buried deep within his profile was an oblique reference to an organization that… I still don't know how it got past the recruiters_… __sigh_…'

It was difficult for Heather to put this into words, so she read it from a manifesto she had discovered in her research on Shields…

"The purpose of the Russian Eminent Destruction Society (heretofore referred to as REDS) is to remove any and all foreign and domestic threats to The American Way (what is heretofore referred to as TAW) by whatever means accessible to agents operating in deep cover assignments within assigned enforcement and espionage groups, both federal and private."

Napoleon exhaled a long breath. This was incredible. Heather deserved a raise for this one. The world needed another politically charged organization about as much as New York needed another deli.

"Okay, Heather have you notified Mr. Waverly? And, do we have any idea where Shields is, exactly?"

"I'm on my way to his office now, Napoleon. I wanted to let you know first because…"

At that moment, Napoleon spotted Steven Shields slithering between some cars about thirty feet away.

"He's here. Son of a bitch, the guy's got some nerve."

Heather squeaked a little breathy reply, suddenly afraid for the two men she favored above all the other agents in New York.

"Oh, Napoleon… do be careful. He's dangerous… and mad. Like in crazy mad."

Napoleon was watching Shields, but remained hidden behind a tree trunk that was unscathed from the explosion. Illya was walking back towards him, another local man having taken over the job of assembling the workers and taking names.

"I've got it, Heather. I'll be in touch. Solo out."

Shields didn't see Napoleon yet, but that head of blond hair had finally sent out a signal to the new enemy. Illya stopped abruptly and dropped to the ground just as Napoleon yelled to him to get down, a slice of a second before a bullet lodged in a tree above where his head had been.

Thinking it was a Thrush ambush, Illya threw a questioning glance back to his partner, only to have Napoleon skirt away through a maze of trees that had seemed out of place earlier, but now served as a screen against the new onslaught.

Illya noticed that the workers from the mine had taken cover, wisely, and were off to the opposite side of the small clearing that marked the parking lot and entry area. Illya raised his head above his shoulders, just barely, to follow Napoleon's path with his eyes only. As he scanned the area he saw him: Steven Shields was creeping along, hugging his body close to the cars that were parked and heading, more or less, towards where he lay stretched out on the ground.

"Chyort! Now what?"

He muttered to himself, wondering how to get away without making himself a target. He reached for a gun only to come up empty. In the rush to get out he must have lost it. He hated not having his shoulder holster.

Napoleon was making a stealthy approach to Shields' right, still unseen by the unscrupulous imposter. UNCLE's top agent didn't have time to try and figure out how this had happened, but when he got back to New York, there would be a full investigation and revamping of something. He wasn't certain yet what that would entail, but this couldn't happen again.

Illya was watching Napoleon's progress and trying to not give it away. Shields didn't know he'd been spotted, and might even think that he'd hit his mark. Illya was a sitting, no lying duck. Flat on the ground with no weapons in an oversized Thrush uniform.

'_I'm doing great… just great'._

Two or three men who had seen Napoleon and Illya in the restaurant finally recognized the blond on the ground and caught on to what Napoleon was doing. These men were hunters, and it didn't take long to figure out whom the object of the brunet's hunt was. It was entirely possible that this guy had caused the explosion, in which case he was now responsible for them all being unemployed. That didn't sit well, and it was a matter of few words to take action.

Six of the men started off on a route that ended up coming in behind the man from REDS. Since Shields had been so completely engrossed in his own progress and had kept his eyes on Illya, he never saw the men coming in from behind and to his sides. Before Napoleon could emerge and challenge the rogue agent, the men from the hills of Tennessee had completely surrounded Shields and were suggesting, in a most compelling manner, that he drop the gun before they took out his backside with a load of buckshot.

Steven Shields turned swiftly to challenge, but the sight of six big men and three shotguns aimed at his middle gave him pause. Napoleon stepped out from behind a tree, and Illya got up to join the crowd of angry miners.

"Ah, gentlemen, let's not shoot anyone just yet. I have someone who's going to want to speak with Mr. Shields."

The smile on Napoleon's face was not borne of amusement, and Shields knew it. His only hope would be to turn the crowd against the Soviet agent, and convince them of what he believed to be true: this was their enemy.

"Solo, how can you continue to work with this Communist? He is the reason we're at war, he represents an evil and dangerous nation."

A couple of the men mumbled, not sure about the comment.

Napoleon didn't hesitate.

"Shields, Mr. Kuryakin represents the United Network Command for Law and Enforcement, the same as I do. It is obvious, however, that you do not represent UNCLE, and are in fact the more dangerous individual among us. You are going to be handed over to Section III agents, and debriefed by me, personally, at UNCLE HQ.''

Illya walked up behind the crowd of men, still puzzled about what had been going on for the past ten minutes. It wasn't enough to blow up a Thrush mining operation, but now there were UNCLE agents shooting at him. Some days were more perplexing than others.

One of the men had gone to his truck and returned with a length of rope appropriate for securing Shields to a tree, which he did gladly. Illya got some pats on the back and offers of home cooked meals to take the edge off of getting' shot at. That was enough to give a man an appetite, he was assured.

It took the better part of the day to clear out the area, have Shields picked up and transported to Atlanta for holding purposes, check back in at the motel for showers and a change of clothing and then one last trip to the Angieville Café. The story of the explosion and shoot out had spread through the little hilltop community, and the arrival of the two agents was greeted with a standing ovation. Illya ducked his head down, as was his usual response to accolades (unless performing, of course), and Napoleon bowed in an extravagant manner, much to the delight of Margie, the waitress from their first night in town.

The last glimmer of daylight was reaching through the spotless windows, filtered only slightly by the crisp white curtains that hung as they had for years upon years. The rattle of chair legs and conversation resumed as the night became embedded as part of the history of the region.

The two men from UNCLE ordered a repast fit for kings, and in doing so established another bit of folklore for the region. They would be telling a story for years to come about the blond man with the funny accent who could eat more than any five men, and his good looking friend who could make women swoon with just a smile.

_The cotton pickin end._


End file.
